Sprint - Nextel 2011 Annual Report Download - page 298

If, after the Date of Grant, the Committee determines that a change in the business, operations, corporate structure or capital structure of the
Corporation, or the manner in which it conducts its business, or other events or circumstances render the Management Objectives unsuitable,
notwithstanding any loss of deduction under Section 162(m) of the Code to the Corporation, the Committee may in its discretion modify such
Management Objectives or the related minimum acceptable level of achievement, in whole or in part, as the Committee deems appropriate
and equitable. Further, on or before the Date of Grant, in connection with the establishment of Management Objectives, the Committee may
exclude the impact on performance of charges for restructurings, discontinued operations, extraordinary items, and other unusual or non-
recurring items and the cumulative effects of changes in tax law or accounting principles, as such are defined by generally accepted
accounting principles or the Securities and Exchange Commission.
(z) “Market Value Per Share” means, as of any particular date, (i) the closing sale price per Common Share as reported on the
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rincipal exchange on which Common Shares are then trading, if any, or, if applicable and provided that the Common Shares are not then-
traded on such principal exchange, the NASDAQ National Market System, or if there are no sales on such day, on the next preceding trading
day during which a sale occurred, or (ii) the fair market value of the Common Shares as determined by the Board.
(aa) “New Hire” means a Participant who is commencing, or has agreed to commence, employment with the Corporation or a
Subsidiary for the first time.
(bb) “Nonqualified Option” means an Option Right that is not intended to qualify as an Incentive Stock Option.
(cc) “Outside Director” means a member of the Board who is not an employee of the Corporation.
(dd) “Optionee” means the person so designated in an Evidence of Award with respect to an outstanding Option Right.
(ee) “Option Price” means the purchase price payable upon the exercise of an Option Right.
(ff) “Option Right” means the right to purchase Common Shares from the Corporation upon the exercise of a Nonqualified Option or
an Incentive Stock Option granted pursuant to Section 4 or a Replacement Option Right granted pursuant to Section 18(a) of this Plan.
(gg) “Original Plan” has the meaning set forth in Section 1(a) of this Plan.
(hh) “Participant” means a person who is selected by the Committee to receive benefits under this Plan and (i) is at that time an
Outside Director or an officer (including but not limited to an officer who may also be a member of the Board) or other key employee of or a
consultant to the Corporation or any Subsidiary or (ii) has agreed to commence serving as an officer or other key employee of or as a
consultant to the Corporation or any Subsidiary.
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